2020-03-13 - XWiki

** **Motion (Patrick)**: Approve Board meeting minutes of February 14, 2020 ([[https:~~/~~/wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200214_Draft_Minutes>>url:https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200214_Draft_Minutes]])

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**Second (Josh)**.

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**Discussion**: None

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**Vote**: Yes 6, No, Abstain 2

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** **TODO:** Patrick to send out Fall F2F meeting minutes for approval.

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* Treasurer's report (Hong, Appendix A)

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** February 2020 report not submitted by Phyllis as of April 6, 2020)

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** Previous OSI Financial Statements are available on the OSI wiki at, [[https:~~/~~/wiki.opensource.org/bin/Operations/Financial+Statements>>url:https://wiki.opensource.org/bin/Operations/Financial+Statements]]

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**General Manager Report** (Patrick, Appendix B)

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* Day to day, annual, and special projects are included on Patrick's work log, available at, [[https:~~/~~/wiki.opensource.org/bin/XWiki/Masson_work>>url:https://wiki.opensource.org/bin/XWiki/Masson_work]]

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** OSI Elections

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*** After completing the 2020 elections, the Board expressed interest in reviewing the voting algorithm.

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*** Due to an email issue, and the lack of support available with Helios, the board expressed concerns about the ongoing use of our current elections system.

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*** **TODO**: Patrick will research alternatives in online, hosted, open source, elections systems.

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** Consulting negotiations for review/development of an OSI Code of Conduct (CoC) and enforcement training have reached likely final form, so a board vote will be needed to proceed at next meeting.

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** D&O insurance search continues as selected provider turns out not to be affordable.

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*** **//RESOLVED//**: With few options, the OSI should contract with the second cheapest provider (in order to secure coverage), and continue searching for alternative providers.

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*** **TODO**: Patrick finalize D&O

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** HR Services

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*** Although initially was originally understood as providing a only technology platform for payroll services, Zenefits also provides HR services (including policy development/administration).

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*** Phyllis has recomended our transistion to Zenefits

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*** **TODO**: Patrick to move forward with Zenefits demo and learn more about the HR services, and make a final recomendation to the boad.

**Board Topics**

* Board Action Items (Appendix C)

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* Annual Initiatives (Patrick)

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** An introduction of the OSI's annual initiatives, based on the Fall Face to Face meetings annual and strategic planning discussions.

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** The goals and initiatives include:

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*** Goal 1. Extend the operational capacity of the Open Source Initiative through community support.

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**** Initiative: Engage Board Alumni so that the OSI can extend our organizational capacity.

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**** Initiative: Engage Advocacy Circle so we can extend our organizational capacity

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*** Goal 2. Advance the Open Source Initiative’s reputation as an authority in open source software and communities.

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**** Initiative: Develop and deliver, “The State of The Source” so stakeholders feel engaged in OSI licensing processes and policies.

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**** Initiative: Provide timely responses to community inputs and developments so that the public is aware of OSI positions and activities.

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**** Initiative: Increase Individual Membership so that OSI membership is more representative of the broader open source community.

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**** Initiative: Engage Affiliate Members so that the OSI’s role as a nexus of trust within the global open source community is broadly recognized.

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*** Goal 3. Improve internal operations and staffing of the Open Source Initiative to ensure long-term viability and organizational sustainability.

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**** Initiative: Implement an investment strategy to accrue additional revenue from surplus funds

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**** Initiative: Implement human resource policies and practices so that the organization meets industry standards.

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**** Initiative: Hire appropriate operational support staff/consultants to support OSI programs (business units).

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** **//RESOLVED//**: The board has agreed to and adopted the goals as identified in the document. Prioritization will be done by the board once new board members are seated.

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* Staffing Committee Report (Josh)

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** Patrick and Molly have implemented annual performance planning process with Jessica. Implementing for Patrick to come next now that Annual Initiatives have been adopted.

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** Phyllis to bring Zenefits demo to committee, includes payroll and HR policies

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** Patrick researching for Community Manager and Communications Manager roles

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** **TODO**: Patrick to reach out to suggested organizations for examples of job descriptions.

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** **TODO**: Patrick to provide samples of prior OSI work in order to scope the job description.

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** Executive Director role research to continue once Annual Initiatives ratified

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** Working to add staffing goals (+ resource requirements) to prospectus

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** Looking at costs related to roles (salaries) and establishing comfort-level on when to hire based on annual revenue.

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** **TODO:** Josh to lead the creation and chartering of a Finance Committee.

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**Membership Topics**

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* Report from Membership Committee (Elana)

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** Have not met since last board meeting.

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** Discussed how to increase diversity in elections based on member comments.

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** To be scheduled before end of month: 2020Q1 Affiliates Call.

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* New affiliate membership:

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** OpenJS (See application below, Appendix D)

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*** **Motion (Elana):** Move to approve OpenJS

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**Second (Tracy)**

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**Discussion**: See application.

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**Vote**: Yes, 10; No, 0; Abstain, 0.

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** **TODO:** Patrick to send welcome message and onboard OpenJS as new Affiliate Member.

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**Communications Topics**

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* Communications Plan, next steps (Josh)

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** (% style="font-weight: normal;" %)**A communications plan outlineing specific topics and dates for realease was introduced.**

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** (% style="font-weight: normal;" %)**Critical conversations post is out (**(%%)**[[https:~~/~~/opensource.org/node/1043>>url:https://opensource.org/node/1043||style="font-weight: normal;"]](% style="font-weight: normal;" %)).(%%)**

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*** \\

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*** (% style="font-weight: normal;" %)**5065 reads**

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** (% style="font-weight: normal;" %)**Upcoming activity**

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*** (% style="font-weight: normal;" %)**Evolution of the LRP**

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**** \\

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**** **TODO(% style="font-weight: normal;" %): Pam to draft, end of March(%%)**

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*** (% style="font-weight: normal;" %)**Root of the Open Source Definition post**

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**** \\

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**** **TODO(% style="font-weight: normal;" %): Elana to draft, end of April(%%)**

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* Alternative platforms to replace/extend Mailman (Elana)

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** Platform could support discussion beyond current lists, e.g. amending the OSD.

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** Would like to provide a platform (forums, discussions, awareness) for the community: what tools do we need to do this work.

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** LD was created from LR to address lack of focus.

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** Current members (170) have indicated they are interested in dicsussions (through membership app, "Members" list). We could use these members as a sample/test/introductory group.

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** **TODO**: Elana invite all of the board to join. (DONE)

**Legal Topics**

* **Motion (Pam)**: BSD-1-Clause: Resolved that it is the opinion of the OSI that the BSD 1 Clause License be approved as an Open Source Initiative Approved license in the “Other/Miscellaneous” category of licenses.

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**Second (Chris)**.

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**Discussion**: Review of License Review discussions and recommendation from the License Committee.

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**Vote:** Yes, 10; No, 0; Abstain, 0.

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**Incubator/Project Topics**

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* ClearlyDefined

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** Placeholder for ClearlyDefined board report. Full report available <[[https:~~/~~/wiki.opensource.org/bin/Working+Groups+%26+Incubator+Projects/ClearlyDefined+Incubator+Project+Proposal/ClearlyDefined+Monthly+Board+Report%3A+March+2020/>>url:https://wiki.opensource.org/bin/Working+Groups+%26+Incubator+Projects/ClearlyDefined+Incubator+Project+Proposal/ClearlyDefined+Monthly+Board+Report%3A+March+2020/]]>. (No need to discuss)

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* Standards update (Simon)

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** Engagement at ISO on AG 3

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** Ongoing engagement at ETSI

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** Some contact with ITU

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** Will need to formalize continued support from Simon after he leaves the board..

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** Pam is interested as working as the Board's rep.

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* Snowdrift.coop board report. (Elana)

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** Received 2019 annual report.

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** Currently working to finalize graduation criteria.

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** Currently working to develop 2020 plans with concrete roadmap.

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** Will update OSI wiki page.

**Adjourn**

* **Motion (Josh)**: Adjourn the meeting.

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**Second (Patrick)**

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**Discussion**:

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Board thanks and recognizes the support, contributions, and commitment of Molly and Simon as board directors and board preisdents.

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The Board needs to meet before March 31 to confirm the election resultsThe next OSI board meeting is scheduled for...

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**Vote**: Yes 10, No 0, Abstain 0

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** Meeting adjourned at: 16:04PM GMT

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**Next Board Meeting**

* April 10, 2020

**Appendix A - Treasurer's Report**

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Treasurer's Report For the Month Ending February

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* Not available as of April 6, 2020

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(((

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**Appendix B - General Manager Report**

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**Appendix C - Team Reports**

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)))

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* Board Action Items: [[https:~~/~~/docs.google.com/spreadsheets/d/1YUWUlRqcPGqxRXwAUwpYI8Pmf3SDDlHZZHwsJjPobXA/edit#gid=0>>url:https://docs.google.com/spreadsheets/d/1YUWUlRqcPGqxRXwAUwpYI8Pmf3SDDlHZZHwsJjPobXA/edit#gid=0]]

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**Appendix D - Affiliate Applications**

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* Affiliate Member Application: OpenJS Foundation ([[https:~~/~~/openjsf.org/)>>url:https://openjsf.org/)]]

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* Signed Affiliate Agreement

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✓ See attached (OpenJS_Foundation_affiliate_membership_application_-_2020-02-27.pdf)

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* Currently, recognized as a (or application submitted for) non-profit / not-for-profit (or equivalent) by the national government were organized.

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✓ The OpenJS Foundation is a 501(c)6 organization. W9 provided.

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* Mission statement describing purpose and goals.

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✓ Details are provided on the "About" page of the OpenJS Foundation's website: [[https:~~/~~/openjsf.org/about/>>url:https://openjsf.org/about/]]

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* Documentation formalizing organization, e.g. by-laws.

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✓ The OpenJS Foundation's bylaws may be found at [[https:~~/~~/bylaws.openjsf.org>>url:https://bylaws.openjsf.org]]

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* Publicly available release of a product(s) or service(s).

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✓ The OpenJS Foundation's development happens in the open in a variety of GitHub organizations:

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** [[https:~~/~~/github.com/nodejs>>url:https://github.com/nodejs]]

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** [[https:~~/~~/github.com/electron>>url:https://github.com/electron]]

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** [[https:~~/~~/github.com/jquery>>url:https://github.com/jquery]]

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* Use of an OSI approved open source license (software development projects only).

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✓ Per OpenJS Foundation's IP policy, available at [[https:~~/~~/ip-policy.openjsf.org>>url:https://ip-policy.openjsf.org]], the pre-approved licenses for OpenJS projects are MIT, Apache2, or variants of BSD.

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* Documented approach for participation by the public.

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✓ All OpenJS projects use open source development methodologies. Policies and procedures are documented within each project. In addition, OpenJS Foundation's highest level governing body is the Cross-Project Council (CPC). The CPC operates openly and transparently, and their procedures are documented at [[https:~~/~~/github.com/openjs-foundation/cross-project-council>>url:https://github.com/openjs-foundation/cross-project-council]]

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* An active community:

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** Methods for current and interested individuals/organizations to join and participate in your community?

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✓ OpenJS Foundation welcomes all manner of contributions, including source code, documentation, community governance, and technical infrastructure. Each project maintains their own documentation. Furthermore, some projects have their own mentorship programs.

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** Active participation from multiple contributors, i.e. individuals and organizations other than founders (contributions may be other than programming/technology)

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✓ The CPC is constructed of representatives from our various project communities. During 2019, Node.js (originally developed at Joyant) accepted code contributions from 481 individuals representing over 20 organizations . During the same time, Electron (originally developed at GitHub) accepted code contributions from 160 individuals representing at least 7 organizations.

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* References from other open source projects, ideally a current OSI Affiliate Member.

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✓ The OpenJS Foundation is closely affiliated with and managed by The Linux Foundation, and will gladly provide a positive reference upon request.\\

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